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Changing times forever alter the lives of the Ambersons, a powerful Midwestern family whose belief in their own importance and social ranking blind them to an impending financial loss. Their only heir, George Amberson Minafer, is a spoiled dilettante who pursues his dreams with a recklessness that leave many in their town hoping to see him get his comeuppance. As the family fortunes fade, George fights to keep his widowed mother from marrying her childhood sweetheart, even though his interference costs him the love of the suitor's daughter.

The world is littered with damaged artwork, whether it's broken classical sculpture or poorly edited novels. But for film buffs there are two mutilated masterpieces that immediately come to mind: Greed (1925) and The Magnificent Ambersons (1942). The fact that even in their present, truncated form both are powerful, essential works only raises never-ending questions of "What If?"

Director Orson Welles had long been interested in Booth Tarkington's novel The Magnificent Ambersons (which had been filmed as Pampered Youth in 1925). Apart from Welles' fascination with 1890s America he was also drawn to the novel's exploration of social illusions and the changes technology creates as it follows the fortunes of a Midwestern family over two decades. In fact, Welles previously adapted the novel for CBS radio's Campbell Playhouse in October 1939, with guest star Walter Huston. So when he was looking for a follow-up to Citizen Kane (1941), this was one of the things he considered after rejecting a thriller set in Mexico, a film of Cyrano de Bergerac and a story based on wife murderer Landru to star Charlie Chaplin (the latter eventually became Monsieur Verdoux (1947) without Welles' involvement).

Welles started working on the Ambersons screenplay in the summer of 1941, while aboard the yacht of fellow director King Vidor. Welles was also producing a full radio schedule and a live magic show (with Dolores Del Rio as his assistant). Filming on The Magnificent Ambersons started October 28th and ended January 22nd. (Journey Into Fear had started earlier in January and some days Welles would work on Ambersons in the morning and Journey at night.) Welles hired some of his former Mercury Theatre performers like Joseph Cotten and Agnes Moorehead. In fact, Ray Collins was the only actor from the original radio version of Ambersons that was cast in the film. Welles himself had played George on the radio but now brought in B-Western actor Tim Holt. Years later, Welles said Holt was "One of the most interesting actors that's ever been in American movies, and he decided to be just a cowboy actor." Strangely enough, cinematographer Gregg Toland, who was so important to Citizen Kane, was not hired for this movie; in his place was Stanley Cortez, hired just the day before start of filming.

Most of the filming was done on the RKO lot. The Ambersons' house was a specifically constructed set with walls that could move up or out to allow camera passage. Some winter scenes were shot in a L.A. icehouse so the actors' breath would be visible, though the intense cold caused lights to pop and the constant smell of fish annoyed the cast and crew. Shooting was tightly organized and everything seemed to go according to plan.

Though nobody realized it at the time, The Magnificent Ambersons became an ill-fated project when Welles was personally asked by Nelson Rockefeller to make a film in Latin America as part of the wartime Good Neighbor Policy. Naturally Welles agreed not realizing the chain of events that would follow. On February 2nd 1942, he left for Miami where he spent three days with editor (and future director) Robert Wise working on a rough cut of Ambersons. Wise was planning to concentrate on the editing in Brazil while Welles would be filming the carnival for his U.S. government commissioned film. This never happened due to sudden wartime travel restrictions though a copy of the film's rough-cut was sent to Brazil for Welles to work on when he had the time.

Another stroke of bad luck occurred on March 17th at a now infamous preview of the film in Pomona, California. The standard story is that the audience was hostile and disapproving, which sent the studio into a panic over what they considered Welles' excesses. But critic/historian Jonathan Rosenbaum has examined the 125 original comment cards and reports that 53 were positive; in fact, many were overwhelmingly enthusiastic. When you consider that the preview of the lengthy and admittedly somber Ambersons occurred immediately after a showing of the lightweight Dorothy Lamour musical, The Fleet's In, the audience response seems much more favorable than reported. Nevertheless, the studio executives considered the Pomona preview a disaster but their attitudes may have been influenced by the general dislike of Welles in Hollywood, a factor which had resulted in Citizen Kane winning only one Oscar.

Welles sent a 37-page memo listing revisions to Wise, fully expecting to participate in further editing. Instead, at the studio's insistence Wise started not only recutting the film - "hacking" might be a better word - but even shooting new scenes. Also shooting additional footage were second-unit director Freddie Fleck and production manager Jack Moss. This resulted in Welles' elegant tracking shots being reduced to bits and pieces and many of the darker scenes tracing the family's fall were abbreviated or altogether eliminated. Producer David Selznick requested that a copy of Welles' rough-cut be submitted to the Museum of Modern Art but this was considered too expensive and never done. Even worse, the studio eventually pulled the plug on the Latin American film, claiming to be alarmed at Welles' prolific spending, an unfounded charge.

After two more previews were held, The Magnificent Ambersons was eventually released on July 10, 1942 with a running time of 88 minutes. This was about 30 to 40 minutes shorter than the first preview (unfortunately, there's no accurate account of that running time) but probably even more footage from Welles' original cut was deleted. The excised footage was destroyed by the studio so that no reconstruction could be made - the same thing that happened to Greed (and later to The Red Badge of Courage 1951, among others). The final version ofThe Magnificent Ambersons did indeed lose money for the studio but then so had Citizen Kane so it's hard to imagine that all the reworking actually improved the box office returns. Still, The Magnificent Ambersons is now recognized as a classic and some film scholars consider it even better than Citizen Kane. Recently, Welles' original shooting script was used by director Alfonso Arau for a remake - which apparently runs even longer than Welles' original - and premiered at the Munich Film Festival in July 2001. It recently aired on the A & E Network to mixed reviews.

With Citizen Kane, The Magnificent Ambersons introduced new approaches to narrative filmmaking via visuals and sound. Through his cinematographer, Welles used deep focus and visible ceilings to capture the worlds in which his characters moved as rarely before on screen. Aurally, he used radio tricks -- overlapping dialogue, volume levels related to the speaker's proximity to the camera, timbre affected by the size and physical makeup of the scene's setting -- to create some of the most innovative sound recording in film history. Many historians have referred to these effects as "Welles sound," though they certainly can be found, at least individually, in the work of other directors.

The Magnificent Ambersons has become one of the great lost films in Hollywood history. To this day there are people who firmly believe that Orson Welles's original cut of the film exists somewhere.

While working for Desilu Productions, which had bought the old RKO lot, director Peter Bogdanovich discovered a cutting continuity for the film's 132-minute version along with stills from many of the cut scenes. This became the basis for Robert L. Carringer's The Magnificent Ambersons: A Reconstruction, published in 1993.

The last best hope for finding a print of the films original version is the print sent to Welles while he was in Brazil. Although there are legal records indicating that it was destroyed in the mid-`40s, film scholar Josh Grossberg, who tried to locate it, spoke with a man in Brazil who claimed to have found it in a mislabeled film can in the '60s, only to have the material go missing after he had screened it.

In the early '90s, film preservationist Robert Harris and director Martin Scorsese tried to work out a way to re-shoot the footage cut from the film with contemporary actors impersonating the original cast members.

Director Wes Anderson has cited The Magnificent Ambersons as a direct influence on his own tale of tangled family relationships, The Royal Tenenbaums (2001).

In 2002, the A&E network premiered a three-hour version of The Magnificent Ambersons based on Welles's original shooting script, which producer Gene Kirkwood had discovered in the RKO storehouse ten years earlier. Alfonso Arau (Like Water for Chocolate-- 1992) directed a cast that included Madeleine Stowe, Bruce Greenwood, Jonathan Rhys-Meyers and Jennifer Tilly. The program was not well received critically.

Booth Tarkington was a friend of Orson Welles's family. Some biographers have suggested that he based the character of Eugene Morgan on Welles's father, who had made a fortune as an automobile manufacturer. Welles also told people he suspected that the spoiled George Minafer had been based on himself.

The Magnificent Ambersons is the only film directed by Welles in which he does not appear. He would later say that this made it a particularly joyous experience for him.

Welles used an iris effect to begin and end some scenes in tribute to the earliest silent films, particularly those directed by D.W. Griffith, who was credited with creating that cinematic trick.

On one of their walks through town, Tim Holt and Anne Baxter pass a movie marquee advertising a film starring Holt's father, Jack Holt.

The newspaper reporting George's injury in the automobile accident also has a story bylined by "Jed Leland," the theatre critic played by Joseph Cotten in Citizen Kane (1941). The paper itself is part of the Kane publishing empire.

Welles worked on the film's editing in the same Miami facility where animator Max Fleischer made his "Betty Boop" and "Popeye the Sailor" cartoons. That's also where he recorded the narration.

Many historians consider Agnes Moorehead's performance as Fanny Minafer the first to show the modern concept of a neurotic on-screen. In Focus on Orson Welles, Stephen Farber calls it "an archetype for all those hysterically repressed, neurasthenic spinster heroines of the next decades."

By Frank Miller

Famous Quotes from THE MAGNIFICENT AMBERSONS

"The magnificence of the Ambersons began in 1873. Their splendor lasted throughout all the years that saw their Midland town spread and darken into a city." -- Orson Welles's opening narration.

"Anybody that really is anybody ought to be able to go about as they like in their own town, I should think." -- Tim Holt, as George Amberson Minafer, describing his view of polite behavior to Anne Baxter, as Lucy Morgan.

"Eighteen years have passed, but have they?...By gosh, old times certainly are starting all over again.""Old times. Not a bit. There aren't any old times. When times are gone, they're not old, they're dead. There aren't any times but new times." -- Ray Collins, as Jack Amberson, reminiscing with Joseph Cotten, as Eugene Morgan.

"Well, just look at them. That's a fine career for a man, isn't it? Lawyers, bankers, politicians. What do they ever get out of life, I'd like to know. What do they know about real things? What do they ever get?""What do you want to be?""A yachtsman!" -- Holt, as George Amberson Minafer, sharing his plans with Baxter, as Lucy Morgan.

"I think we've been teasing her about the wrong things. Fanny hasn't got much in her life. You know George, just being an Aunt isn't really the great career it sometimes seemed to be. Really don't know of anything much Fanny has got, except her feeling about Eugene." -- Collins, as Jack Amberson, warning Holt, as George Amberson Minafer, to take it easy on Agnes Moorehead, as Fanny Minafer.

"This town seems to be rolling right over that old heart you mentioned just now, Jack. Rolling over us and burying us under." -- Richard Bennett, as Major Amberson, bemoaning changing times.

"I'm not sure George is wrong about automobiles. With all their speed forward, they may be a step backward in civilization. It may be that they won't add to the beauty of the world or the life of men's souls. I'm not sure. But automobiles have come. And almost all outward things are going to be different because of what they bring. They're going to alter war and they're going to alter peace. And I think men's minds are going to be changed in subtle ways because of automobiles. And it may be that George is right. It may be that in 10 or 20 years from now, if we can see the inward change in men by that time, I shouldn't be able to defend the gasoline engine but would have to agree with George: that automobiles had no business to be invented." -- Cotten, responding to Holt's insult.

"Well, it's a new style of courting a pretty girl, I must say, for a young fellow to go deliberately out of his way to try to make an enemy of her father by attacking his business. By Jove, that's a new way of winning a woman." -- Collins, as Jack, chiding Holt for insulting Cotten.

"You wouldn't treat anybody in the world like this, except old Fanny! 'Old Fanny,' you say, 'It's nobody but old Fanny, so I'll kick her. Nobody'll resent it. I'll kick her all I want to!' And you're right. I haven't got anything in the world since my brother died. Nobody. Nothing!" --Moorehead, as Fanny Minafer, protesting Holt's mistreatment of her.

"Oh, I was a fool. Eugene never would have looked at me, even if he'd never seen Isabel. And they haven't done any harm! She made Wilbur happy. She was a true wife to him as long as he lived. Here I go, not doing myself a bit of good by him, I'm just ruining them." -- Moorehead, as Fanny, regretting her role in ruining Dolores Costello `s, as Isabel Minafer, happiness.

"Dearest OneYesterday, I thought the time had come when I could ask you to marry me and you were dear enough to tell me, 'Sometime it might come to that.' Now, we are faced, not with slander, not with our own fear of it, because we haven't any, but someone else's fear of it, your son's. Oh dearest woman in the world, I know what your son is to you and it frightens me. Let me explain a little. I don't think he'll change. At 21 or 22, so many things appear solid, permanent, and terrible, which 40 sees as nothing but disappearing miasma. Forty can't tell 20 about this. Twenty can find out only by getting to be 40. And so we come to this, dear. Will you live your life your way or George's way? Dear, it breaks my heart for you, but what you have to oppose now is your own selfless and perfect motherhood. Are you strong enough, Isabel? Can you make a fight? I promise you that if you will take heart for it, you will find so quickly that it's all amounted to nothing. You shall have happiness and only happiness. I'm saying too much for wisdom, I fear. And oh my dear, won't you be strong? Such a little short strength it would need. Don't strike my life down twice, dear. This time I've not deserved it." -- Cotten's letter to Costello, as Isabel Amberson Minafer.

"And now Major Amberson was engaged in the profoundest thinking of his life. And he realized that everything which had worried him or delighted him during this lifetime was all trifling and waste beside what concerned him now - how to enter an unknown country where he was not even sure of being recognized as an Amberson." -- Welles as the narrator, describing Major Amberson's (Richard Bennett) death.

"It must be in the sun. There wasn't anything here but the sun in the first place...The Earth came out o' the sun, and we came out of the Earth. So whatever we are..." -- Bennett's final words as Major Amberson.

"Once I stood where we're standing now to say goodbye to a pretty girl. Only it was in the old station before this was built. We called it the depot. We knew we wouldn't see each other again for almost a year. I thought I couldn't live through it. She stood there crying - don't even know where she lives now. Or if she is living. If she ever thinks of me she probably imagines I'm still dancing in the ballroom of the Amberson mansion. She probably thinks of the mansion as still beautiful. Still the finest house in town. Ah, life and money both behave like loose quicksilver in a nest of cracks. When they're gone, you can't tell where, or what the devil you did with them." -- Collins taking his leave of Holt.

"I had too much unpleasant excitement. I don't want any more. In fact, I don't want anything but you." -- Anne Baxter, as Lucy Morgan, explaining to Cotten why she has never married.

"I knew your mother wanted me to watch over you, and try and make something like a home for you, and I tried. I tried to make things as nice for you as I could...I walked my heels down looking for a place for us to live. I-I walked and walked over this town. I didn't ride one block on a streetcar." -- Moorehead's breakdown in front of Holt.

"Something had happened, a thing which years ago had been the eagerest hope of many, many good citizens of the town. And now it came at last: George Amberson Minafer had got his comeuppance. He'd got it three times filled and running over. But those who had longed for it were not there to see it. And they never knew it, those who were still living had forgotten all about it and all about him." -- Welles after Holt has lost everything.

Booth Tarkington's novel The Magnificent Ambersons, about a powerful Indianapolis family destroyed by their inability to adapt to changing times, was published in 1918 and won the Pulitzer Prize for Fiction.

The novel first reached film as a 1925 silent feature titled Pampered Youth, with Cullen Landis as George Minafer and Alice Calhoun as his mother.

After Citizen Kane's (1941) phenomenal critical reception, director Orson Welles wanted to follow it with an adaptation of Arthur Calder-Marshall's 1940 espionage novel The Way to Santiago, about a fascist organization in Mexico. The project fell through because studio executives feared it would offend the Mexican government. Instead, RKO studio chief George Schaefer suggested he take over an adaptation of Eric Ambler's Journey Into Fear (1943), another spy story that the studio had been developing. Welles didn't think that was important enough for his second film, however.

At the time, Welles was also considering a film version of Charles Dickens's The Pickwick Papers to star W.C. Fields.

He finally settled on a favorite earlier project. Welles had adapted The Magnificent Ambersons to the radio for The Mercury Theatre of the Air in 1939 (that version is available on the film's laser-disc edition). He played George Amberson Minafer, the family's spoiled son, on the broadcast with guest star Walter Huston as Eugene Morgan. Aunt Fanny, the character later played on screen by Agnes Moorehead, was cut from the story for this version. The only actor from the radio version to repeat his role in the film was Ray Collins as Jack Amberson.

To sell RKO on the project, Welles had to sign a new contract for The Magnificent Ambersons and Journey Into Fear, giving them cast and script approval along with the final cut. The original contract under which he had enjoyed unprecedented freedom while making Citizen Kane would have come back into play for any films made after Ambersons and Journey Into Fear - if they were successful.

It took Welles only nine days to finish the screenplay. He then had his assistant, Amalia Kent, put it into screenplay format. Historian Robert L. Carringer, author of The Making of Citizen Kane and The Magnificent Ambersons: A Reconstruction, has suggested that Welles's failure to use an experienced screenwriter contributed to some of the continuity and pace problems during the film's final third. These problems were apparent even before the studio re-cut the film.

Two key members of the Citizen Kane production team, cameraman Gregg Toland and art director Perry Ferguson, were unavailable. The studio assigned Mark-Lee Kirk to design the sets, and Welles picked Stanley Cortez, best known for his work on B movies, to shoot the film. Both would have a tremendous impact on the production's efficiency and cost.

Welles decided he looked too old to play George convincingly on film. Instead he cast Tim Holt, a second generation star of B Westerns. The choice was met with surprise in Hollywood.

To play the family scion, Major Amberson, Welles cast one of his favorite stage stars, Richard Bennett (the father of Joan and Constance). He found him living in obscurity in a boarding house in Catalina. He also convinced one-time silent star Dolores Costello, one of John Barrymore's ex-wives, to come out of retirement to play his daughter, Fanny Amberson For other key roles, Welles drew on his Mercury Theatre colleagues Joseph Cotten (Eugene Morgan), Ray Collins (Jack Amberson) and Agnes Moorehead (Fanny Minafer).

Anne Baxter had recently signed a contract with 20th Century-Fox when she tested to play Cotten's daughter. In her screen test, she referred to a "little clump of trees over there" and indicated the direction with just her eyes. When Welles showed the test to Cotten and Cortez, all three caught themselves looking in the direction of her gaze. She had convinced them she really had seen something.

Although Welles's contract stipulated that his films cost no more than $800,000, the top budget allowed for any RKO production at the time, he submitted a budget of over $900,000. After much negotiating with Schaefer and the studio's board of directors, this was reduced to $853,950.

In a departure from standard Hollywood practice, director Orson Welles rehearsed his actors for five weeks before he started filming.

Production started October 28, 1941. When RKO studio chief George Schaefer saw some of the earlier scenes a month later, he was delighted and made sure Welles knew it. Editor Robert Wise reports that all involved thought the film was going to be a masterpiece.

Welles instructed cinematographer Stanley Cortez to use the kind of low-key lighting found in antique photographs.

The sleigh-riding scene was shot inside a Los Angeles ice factory. It took 12 days to perfect the snow effects and get the actors' breath to appear just right for the camera. Then filming took longer than expected because the cold kept causing equipment problems. Everybody except Welles contracted head colds from working on the sequence. Ray Collins, who played Uncle Jack, lost several days when he came down with pneumonia.

Welles had problems with cinematographer Stanley Cortez from the beginning of the picture. Unlike Gregg Toland, the cinematic innovator who had shot Citizen Kane, Cortez had great difficulty meeting Welles's image of the film. One sequence Welles wanted, a long point of view shot as George walks through the now empty mansion, took him four days to set up. Welles was so unhappy that he ended up scrapping the shot. Toward the end of production, he demoted Cortez to shooting second-unit work and had his assistant, Harry Wild, take over.

For the kitchen scene in which George and Uncle Jack tease Fanny about her infatuation with Eugene Morgan, Welles rehearsed the actors for five days. He did not write a word of the scene. Instead, he discussed each character's background with the actors and then asked them to improvise it as the camera rolled. The four minute plus scene plays out in a single take.

There are two versions of how Welles shot Agnes Moorehead's breakdown scene in the abandoned mansion. In one, he did numerous takes of the intricate dolly shot until the actress almost had a breakdown during the take he printed. According to Moorehead, he spent the day suggesting different ways for her to play it, then had her put it all together so he could get the scene in one take. When people asked if she was exhausted, she protested that she found the work exhilarating, later stating that she couldn't sleep for a week afterwards.

In the fall of 1941, the State Department approached Welles about making a film to promote good will between the U.S. and South America. The idea he came up with was It's All True, a documentary about life in South America. RKO agreed, partly because of the need for films to appeal to the Latin American market, which had replaced the European market during World War II, and partly because the U.S. State Department would contribute to the film's budget. But to film a segment set at Mardi Gras, Welles would need to be in Brazil in February 1942, when he was scheduled to do postproduction work on The Magnificent Ambersons and start work on Journey Into Fear. To accommodate the schedule change, Welles handed direction of Journey Into Fear to Norman Foster. The film's production was moved up to start in January, so he shot his supporting role at night while finishing direction of The Magnificent Ambersons during the day. Since Schaefer wanted to release Ambersons for Easter, Welles left Mercury Theatre business manager Jack Moss in charge of postproduction. He also arranged to send editing instructions via telegram to Wise, who would then fly to Brazil to screen footage for him and discuss further changes.

Throughout filming there had been sound problems because of the extensive use of moving camera and crane shots. Rather than delay shooting further, Welles ignored suggestions that the problems be worked out. As a result, the cast had to re-dub almost all of the film's dialogue, at a cost of $25,000. That was three times what had been budgeted for re-dubbing.

Another factor driving up the film's cost was art direction. Where Perry Ferguson on Citizen Kane had created impressive sets with a minimum of expense, largely through suggesting more on screen than was actually built, Mark-Lee Kirk built full sets for everything, even sets only glimpsed for a few minutes. For Wilbur Minafer's funeral, he built an elaborate parlor set filled with floral displays, even though most of the room wouldn't even be seen. The film's final set-construction cost was $137,265.44, a higher proportion of set costs to the overall budget than that of Gone With the Wind (1939).

The film finished shooting on January 22, 1942, more than $200,000 over budget and 14 days behind schedule.

In February 1942, Wise assembled a three-hour version of the film and flew with it to Miami, where Welles screened it and gave cutting notes on his way to Brazil. That was the last time Welles got to work on the film. Because of wartime travel restrictions, the U.S. government refused Wise permission to travel to Brazil for the final editing.

Working from Welles's notes, Wise cut the film to 132 minutes and sent that version to Welles in Brazil. Although most scholars consider that the definitive version of the film, Welles requested another 22 minutes of cuts, most of them depicting George Minafer's efforts to end his widowed mother's relationship to Eugene Morgan. Wise complied and turned in that 110 minute version of the film.

The Magnificent Ambersons had its first preview in Pomona, Calif., on March 17, 1942. It was shown to an audience largely composed of teenagers who had come to see the Paramount musical The Fleet's In (1942). The audience laughed at dramatic moments, particularly Agnes Moorehead's big scenes as the neurotic Fanny Minafer. Most of the comment cards were overwhelmingly negative, one counseling that "People like to laff [sic], not be bored to death." The positive ones were very strong, particularly one stating, "Too bad audience was so unappreciative." Schaefer called it the worst preview he'd witnessed in 28 years in the business.

The film's second preview was set in the more sophisticated town of Pasadena. Wise had restored Welles's 22 minutes of cuts and made smaller cuts in other places to make up the difference. The results were much more positive, but panic had already set in at the studio. When Welles heard of the problems, he begged the studio to send Wise to Brazil so they could re-cut the film together, but that was still impossible. Instead, RKO created a committee consisting of Moss, Wise and Joseph Cotten to shorten the film. Welles sent lengthy telegrams to the committee suggesting changes. In the end, RKO chief George Schaefer turned the entire editing process over to Wise.

The final scene, showing Joseph Cotten and Agnes Moorehead in the hospital, was shot by Welles's assistant director, Freddie Fleck. Neither the lighting nor the score (which Bernard Herrmann did not compose for the scene) matched anything else in the film. In the original ending, which Welles considered one of the best scenes in the film, Eugene (Cotten) visits a now withdrawn Fanny (Moorehead) in her new home, a boarding house filled with noisy eccentrics. That provided an ironic counterpoint to his good news about George's recovery and his reconciliation with Eugene's daughter, an effect heightened when he leaves the boarding house, and the camera pulls back to reveal that it is the converted Amberson mansion.

In his first directing assignment, Wise shot a few additional scenes to patch up the film's continuity. Post-production head Jack Moss also filmed some additional footage. Gone from Welles's original were any hints of George's Oedipal relationship with his mother, the scenes depicting the town's transformation from 19th century gentility to modern impersonality, and the family's attempts to save themselves financially. The ball sequence, which Welles had shot in one long crane shot covering the three floors of the Amberson mansion, was re-edited to remove a long chunk of dialogue, thus destroying the effect Welles had originally created. Re-shot scenes included George and Isabel discussing Eugene's letter and deciding to go to Europe, George's keeping Eugene from seeing Isabel on her deathbed, and the end of Fanny's breakdown. In the latter, everything after the long dolly shot was re-done by Moss to cut down on Fanny's hysterics as she sits with her back against the water heater.

There is some debate over how much Wise and Moss fought to preserve Welles's vision. Wise has always said that cutting the film was a painful process dictated by economic necessity and changing times (the nation was going to war, and audiences would have little time or patience for the thoughtful, lengthy film Welles originally made), but Welles considered him a traitor and never spoke to him again. Future director Cy Endfield, who was working for the Mercury Theatre at the time, has said that Moss deliberately ignored Welles's telegrams and phone calls.

RKO previewed Wise's new version, running 87 minutes, in Long Beach to better response than the initial preview had experienced. Wise then did some more tinkering, resulting in the 88-minute version released to theatres in June and currently available.

By this time, Schaefer was out as RKO president, partly because of the financial losses on Welles's films. His replacement, Charles Koerner, fired Welles and the Mercury Theatre, shut down production on It's All True and dumped The Magnificent Ambersons on the lower half of a double bill with the B comedy Mexican Spitfire Sees a Ghost (1942). With a shortage of storage space on the lot, he ordered all existing negatives of the film's original version burned.

The film's tagline was "Real life screened more daringly than it's ever been before!"

As late as the '60s, Welles considered assembling the surviving cast members (Holt, Baxter, Cotten and Moorehead were alive at the time) to film a new final scene. It would have shown the characters 20 years later. Unfortunately, he couldn't get the rights.

Welles could never bring himself to watch the revised version. In the early '80s, director Henry Jaglom, a Welles protege, convinced him to watch an uninterrupted cablecast of the film. Welles watched enrapt for the first hour or so, then clicked off the film, saying "From here on it becomes their movie..." (David Kamp, "Magnificent Obsession," Vanity Fair, January 2002).

The Magnificent Ambersons was a huge failure for RKO, losing $625,000 during its initial release. The film would not recoup its losses for decades, finally going into the black through re-issues and television and video sales.

"In a world brimful of momentous drama beggaring serious screen treatment, it does seem that Mr. Welles is imposing when he asks moviegoers to become emotionally disturbed over the decline of such minor-league American aristocracy as the Ambersons represented in the late Eighteen Seventies. While one may question Welles's choice of theme, as well as his conception of the Tarkington novel, it must be admitted that he has accomplished with marked success what he set out to do. For The Magnificent Ambersons is a dignified, resourceful character study of a family group, which incidentally reflects the passing of an era." -- The New York Times.

"Working from the Booth Tarkington novel, Welles achieved some great sequences of family life -- intense, harrowing squabbles...The film wasn't completed in the form that Welles originally intended, and there are pictorial effects that seem scaled for a much fuller work, but even in this truncated form it's amazing and memorable." -- Pauline Kael, 5,001 Nights at the Movies.

"The Magnificent Ambersons is the lone Welles feature in which the maestro does not grace the screen. Still, he is overwhelmingly present in the insinuating invisibility of his tender, omniscient narration. The movie is haunted by Welles's voice, by his youth, and by a sense of a lost America that he would never again visit -- and mainly by its own lost possibilities. It might be unfolding in his mind's eye -- or inside the snow globe Kane dropped." -- J. Hoberman, The Village Voice.

"The Magnificent Ambersons is a flawed but still powerful work. Although highly stylized, the film has a maturity which is in striking contrast to the almost gothic tone of Citizen Kane [1941]. The camera movements and sound-track in particular reflect Welles' exuberant enjoyment of filming and show that, by his second film, he had attained considerable expertise." - The Oxford Companion to Film.

"Hacked about by a confused RKO, Welles' second film...still looks a masterpiece astounding for its almost magical re-creation of a gentler age when cars were still a nightmare of the future and the Ambersons felt safe in their mansion on the edge of town...With immaculate period reconstruction, and virtuoso acting shot in long, elegant takes, it remains the director's most moving film, despite the artificiality of the sentimental tacked-on ending." - Geoff Andrews, TimeOut Film Guide.

"Surprisingly, critics now regard the mutilated version as being equal to Citizen Kane and other Welles classics. Stanley Cortez's creatively lighted deep-focus photography is extraordinary...but I don't consider this to be one of his masterpieces. The cutting hurts terribly. But even if it were intact, it seems to be missing a lead character." - Danny Peary, Guide for the Film Fanatic.

"...What remains is a luxuriant motion picture combining Welles' unique directorial flair with what Jean Cocteau called "calm beauty." The beginning of the film provides a picture of a bygone era with its good humor and homey virtues, after which Welles slowly and deliberately unmasks the Ambersons' imperfections...He also incorporates overlapping dialogue and street noises as part of the sound track and used groupings of the townspeople in the film as a Greek chorus, whose chattering, gossipy observations of the vicissitudes of the Amberson-Morgans provided succinct commentary and embellished the storyline." - Ronald Bowers, The International Dictionary of Films and Filmmakers.

AWARDS & HONORS

The National Board of Review included Agnes Moorehead (Fanny Amberson) and Tim Holt (George Minafer) on its list of outstanding performances for 1942.

Although she was considered a supporting performer, Agnes Moorehead won the Best Actress award from the New York Film Critics (they did not give supporting awards at that time).

The Magnificent Ambersons was nominated for four Oscars® but lost in all categories. It lost Best Picture to Mrs. Miniver and Agnes Moorehead lost Best Supporting Actress to Teresa Wright from the former film. Best Cinematography also went to Mrs. Miniver, while Best Art Direction went to This Above All.

In 1972, The Magnificent Ambersons was voted eighth on Sight and Sound magazine's critics' poll to name the greatest films ever made. The next poll, in 1982, placed it in a three-way tie for seventh place (with L'Avventura, 1960 and Vertigo, 1958). It fell off the list in 1992 and 2002. Citizen Kane has captured first place since the 1962 poll.

"They said we'd be artistically freeWhen we signed that bit of paper They meant let's make a lot of money And worry about it later"

-- The Clash, "Complete Control"

The world is littered with damaged artwork, whether it's broken classical sculpture or poorly edited novels. But for film buffs there are two mutilated masterpieces that immediately come to mind: Greed (1925) and The Magnificent Ambersons (1942). The fact that even in their present, truncated form both are powerful, essential works only raises never-ending questions of "What If?"

Director Orson Welles had long been interested in Booth Tarkington's novel The Magnificent Ambersons (which had been filmed as Pampered Youth in 1925). Apart from Welles' fascination with 1890s America he was also drawn to the novel's exploration of social illusions and the changes technology creates as it follows the fortunes of a Mid-Western family over two decades. In fact, Welles previously adapted the novel for CBS radio's Campbell Playhouse in October 1939, with guest star Walter Huston. So when he was looking for a follow-up to Citizen Kane (1941), this was one of the things he considered after rejecting a thriller set in Mexico, a film of Cyrano de Bergerac and a story based on wife murderer Landru to star Charlie Chaplin (the latter eventually became Monsieur Verdoux (1947) without Welles' involvement).

The trick was to convince RKO studio executive George Schaefer to produce The Magnificent Ambersons, which Welles did by playing a recording of the radio broadcast. Welles claimed that Schaefer went to sleep after listening to a few minutes of it, but in any case Ambersons was approved by the studio and Welles now had a new film project. Unfortunately, he no longer had total control over the production as he had with Citizen Kane. Due to some earlier financial maneuvering, The Magnificent Ambersons and Journey Into Fear (1942, in which Welles acted only) didn't come under his original contract.

Welles started working on the Ambersons screenplay in the summer of 1941, while aboard the yacht of fellow director King Vidor. Welles was also producing a full radio schedule and a live magic show (with Dolores Del Rio as his assistant). Filming on The Magnificent Ambersons started October 28th and ended January 22nd. (Journey Into Fear had started earlier in January and some days Welles would work on Ambersons in the morning and Journey at night.) Welles hired some of his former Mercury Theatre performers like Joseph Cotten and Agnes Moorehead. In fact, Ray Collins was the only actor from the original radio version of Ambersons that was cast in the film. Welles himself had played George on the radio but now brought in B-Western actor Tim Holt. Years later Welles said Holt was "One of the most interesting actors that's ever been in American movies, and he decided to be just a cowboy actor." Strangely enough, cinematographer Gregg Toland, who was so important to Citizen Kane, was not hired for this movie; in his place was Stanley Cortez, hired just the day before start of filming.

Most of the filming was done on the RKO lot. The Ambersons' house was a specifically constructed set with walls that could move up or out to allow camera passage. Some winter scenes were shot in a L.A. icehouse so the actors' breath would be visible though the intense cold caused lights to pop and the constant smell of fish annoyed the cast and crew. Shooting was tightly organized and everything seemed to go according to plan.

Though nobody realized it at the time, The Magnificent Ambersons became an ill-fated project when Welles was personally asked by Nelson Rockefeller to make a film in Latin America as part of the wartime Good Neighbor Policy. Naturally Welles agreed not realizing the chain of events this would follow. On February 2nd 1942, he left for Miami where he spent three days with editor (and future director) Robert Wise working on a rough cut of Ambersons. Wise was planning to concentrate on the editing in Brazil while Welles would be filming the carnival for his U.S. government commissioned film. This never happened due to sudden wartime travel restrictions though a copy of the film's rough cut was sent to Brazil for Welles to work on when he had the time. (Don't get your hopes up that this print still exists. Many Welles scholars have tried to track it down with no luck. Besides, the print would most likely have disintegrated in that climate.)

Another stroke of bad luck occurred on March 17th at a now infamous preview of the film in Pomona, California. The standard story is that the audience was hostile and disapproving, which sent the studio into a panic over what they considered Welles' excesses. But critic/historian Jonathan Rosenbaum has examined the 125 original comment cards and reports that 53 were positive; in fact, many were overwhelmingly enthusiastic. When you consider that the preview of the lengthy and admittedly somber Ambersons occurred immediately after a showing of the lightweight Dorothy Lamour musical, The Fleet's In, the audience response seems much more favorable than reported. Nevertheless, the studio executives considered the Pomona preview a disaster but their attitudes may have been influenced by the general dislike of Welles in Hollywood, a factor which had resulted in Citizen Kane winning only one Oscar.

Welles sent a 37-page memo listing revisions to Wise, fully expecting to participate in the further editing. Instead, at the studio's insistence Wise started not only recutting the film - "hacking" might be a better word - but even shooting new scenes. Also shooting additional footage were second-unit director Freddie Fleck and production manager Jack Moss. This resulted in Welles' elegant tracking shots being reduced to bits and pieces and many of the darker scenes tracing the family's fall were abbreviated or altogether eliminated. Producer David Selznick requested that a copy of Welles' rough cut be submitted to the Museum of Modern Art but this was considered too expensive and never done. Even worse, the studio eventually pulled the plug on the Latin American film, claiming to be alarmed at Welles' prolific spending, an unfounded charge. (Welles spent years unsuccessfully trying to gain control of the South American footage; surviving material was eventually edited by others and released in 1993 as It's All True.)

After two more previews were held, The Magnificent Ambersons was eventually released on July 10, 1942 with a running time of 88 minutes. This was about 30 to 40 minutes shorter than the first preview (unfortunately, there's no accurate account of that running time) but probably even more footage from Welles' original cut was deleted. The excised footage was destroyed by the studio so that no reconstruction could be made - the same thing that happened to Greed (and later to The Red Badge of Courage 1951, among others). The final version ofThe Magnificent Ambersons did indeed lose money for the studio but then so had Citizen Kane so it's hard to imagine that all the reworking actually improved the box office returns. Still, The Magnificent Ambersons is now recognized as a classic and some film scholars consider it even better than Citizen Kane. Recently, Welles' original shooting script was used by director Alfonso Arau for a remake - which apparently runs even longer than Welles' original - and premiered at the Munich Film Festival in July 2001. It recently aired on the A & E Network to mixed reviews.

Through much of the 1970s Peter Bogdanovich worked on lengthy interviews with Welles (eventually published as This Is Orson Welles). One night while Welles was watching TV with Bogdanovich and friends he happened to be flipping through channels when The Magnificent Ambersons appeared on the screen. Welles went past it but others in the room wanted to watch it so he reluctantly agreed. Welles watched quietly, occasionally pointing out where scenes had been cut, before standing up with his back to the others. They had seen the tears in his eyes.